EXHIBIT
PROMISSORY NOTE
$700,000.00
1. Promise to Pay.
For value received, I, George A. Vandeman ("Staff Member"), a
married man, and I, Winifred M. Vandeman, wife of Staff Member,
promise to pay to the order of Amgen Inc., a Delaware corporation
("Payee"), at its office at Amgen Center, Thousand Oaks, CA
91320-1789, the sum of Seven Hundred Thousand Dollars
($700,000.00) (the "Principal"), payable in full on the earlier
of five (5) years from date of execution of this Note or thirty
(30) days from the date on which Staff Member ceases to be an
employee of Payee, whichever first occurs, together with interest
on the Principal from the date of this Note until such date as
the Note is paid in full.
Interest shall be payable annually commencing December 31, 1996;
and each successive year thereafter until the Principal is
repaid. Interest on this Note shall be computed as set forth
below. The interest rate for the period from the date of this
Note through December 31, 1995 (the "initial rate") is 4.9% per
annum on the unpaid Principal. After December 31, 1995 the
interest rate on this Note shall change as set forth below.
2. Adjustable Interest Rate.
The interest rate shall be adjusted annually on January 1 of each
year (the "Change Date") so as to equal the average interest rate
designated as the "Introduction Rates" on adjustable rate loans
as publicly offered by the 32 largest banks and savings and loans
in California as published by the Los Angeles Times in its
Saturday edition. The rate shall be set using the rates
published in the Los Angeles Times on the Saturday immediately
preceding the Change Date. In the event that the "Introduction
Rates" list is not published in the Los Angeles Times for any
reason, then, in such event, the Payee shall establish the
interest rate based on a survey by it of the introductory
interest rates on adjustable loans offered by no fewer than five
banking institutions located in Southern California that the
Payee, in its sole discretion, deems representative of banking
institutions in the
Ventura and Los Angeles County areas. Payee shall give Staff
Member notice if the interest rate shall be determined using this
alternative method. Notwithstanding the foregoing, the interest
rate shall never be increased or decreased on any single Change
Date by more than one percentage point from the interest rate for
the preceding 12 months. At no time during the term of this Note
shall the annual interest rate exceed 7.9% per annum.
Payee shall deliver or mail to Staff Member a notice of any
changes in the adjustable interest rate on this Note and the
amount of the Staff Member's semi-monthly payroll deductions
before the effective date of any change. The notice shall
include information required by law to be given to Staff Member
and also the title and telephone number of a person who shall
answer any questions Staff Member may have regarding the notice.
3. Option to Convert.
At the end of the term of this Note, Staff Member shall have the
option to seek to convert this loan to a loan amortized over an
additional five-year period by executing a new Promissory Note at
terms to be mutually agreed upon by Staff Member and Payee. In
the event that Staff Member and Payee are unable to reach
agreement on such terms, this Note shall become immediately due
and payable.
4. Prepayment.
Staff Member may prepay without penalty this Note in whole or in
part at any time. Any and all payments or prepayments under this
Note may be made by Staff Member to Payee at the following
address (or such other address as it designates in writing to
Staff Member):
AMGEN INC.
Amgen Center
Thousand Oaks, California 91320-1789
Attention: Accounting Manager
5. Attorneys' Fees.
Staff Member agrees to pay all costs and expenses, including,
without limitation, collection agency fees and expenses,
reasonable attorneys' fees, costs of suit and costs of appeal,
which Payee may incur
in the exercise, preservation or enforcement of its right, powers
and remedies hereunder, or under any documents or instruments
securing this Note, or under law.
6. Modification of Terms.
Payee may, with or without notice to Staff Member, cause
additional parties to be added to this Note, or release any party
to this Note, or revise, extend, or renew the Note, or extend the
time for making any installment provided for by this Note, or
accept any installment in advance, all without affecting the
liability of Staff Member. Staff Member may not assign or
transfer in any manner whatsoever this Note or any of Staff
Member's obligations under this Note.
7. Security Interest.
The purpose of this loan is to purchase a personal residence.
Staff Member shall secure this loan by executing and causing to
be filed, immediately upon close of escrow, a trust deed on this
residence, commonly known as 1652 Aldercreek Place, Westlake
Village, California 91361 whose property description is as
follows:
Lot 20 of Tract No. 3917, in the City of Thousand Oaks, County of
Ventura, State of California, as per Map recorded in Book 102,
Pages 54 to 59, inclusive, of Maps, in the office of the County
Recorder of said County.
8. Acceleration.
A) In the event Staff Member fails to pay when due any sums under
this Note, then:
(1) the entire unpaid balance of this Note shall, at the option
of the Payee hereof, immediately become due and payable in full
and unpaid Principal thereafter shall bear interest at the
lesser of the maximum rate permitted by law or at the rate of
7.9% per annum; and
(2) Staff Member authorizes Payee to deduct any sums due to
Payee under this Note from any monies, including any wages due,
otherwise owing to Staff Member.
B) If Staff Member sells the residence which is purchased with
the funds herein provided, this Note shall immediately become due
and payable upon the sale of such residence.
9. Waiver of Rights by Staff Member.
Staff Member waives (1) presentment, demand, protest, notice of
dishonor and/or protest and notice of non-payment; (2) the right,
if any, to the benefit of, or to direct the application of, any
security hypothecated to Payee until all indebtedness of Staff
Member to Payee, however arising, has been paid; and (3) the
right to require the Payee to proceed against any party to this
Note, or to pursue any other remedy in Payee's power. Payee may
proceed against Staff Member directly and independently of any
other party to this Note, and the cessation of the liability of
any other party for any reason other than full payment, or any
revision, renewal, extension, forbearance, change of rate of
interest, or acceptance, release or substitution of security, or
any impairment or suspension of Payee's remedies or rights
against any other party, shall not in any way affect the
liability of Staff Member.
10. Obligations of Persons Under this Note.
If more than one person signs this Note, each person is fully and
personally obligated to keep all of the promises made in this
Note, including the promise to pay the full amount owed. Any
person who is a guarantor, surety, or endorser of this Note is
also obligated to do these things. Any person who takes over
these obligations, including the obligations of a guarantor,
surety or endorser of this Note, is also obligated to keep all of
the promises made in this Note. Payee may enforce its rights
under this Note against each person individually or against all
of the signatories to this Note. This means that any one of the
signatories to this Note may be required to pay all of the
amounts owed under this Note.
11. Governing Law.
This Note and the obligations under this Note of Staff Member or
any other signatory to this Note shall be governed by and
interpreted and determined in accordance with the laws of the
State of California as applied to contracts between
California residents entered into and to be performed entirely
within said State.
IN WITNESS WHEREOF, the undersigned have executed and delivered this
Note as of the 15th day of
December, 1995.
/s/ George A. Vandeman
_______________________
GEORGE A. VANDEMAN
/s/ Winifred M. Vandeman
_________________________
WINIFRED M. VANDEMAN